Destination Maternity destaggering its Board of Directors
10 Nov '09
3 min read
Destination Maternity Corporation, the world's leading maternity apparel retailer, reported that it is destaggering its Board of Directors. Since it became a publicly traded company in 1993, the Board has consisted of three classes, with members of each class elected for staggered three-year terms. Consistent with the growing trend among public companies, and in line with corporate governance best practices, the Board will be destaggered so that all directors will be elected annually, commencing with the 2010 Annual Meeting of Stockholders.
The Company also announced that, subject to his re-election to the Board at the 2010 Annual Meeting, Lee Hitchner will be appointed as the non-executive Chairman of the Board, replacing Dan Matthias, the Company's co-founder and former Chief Executive Officer, who will not be seeking re-election to the Board at the Annual Meeting. Mr. Hitchner has served as a member of the Board since January 1994 and is currently a member of the Company's Audit Committee and Nominating and Corporate Governance Committee. Additionally, the Company announced its intention to recruit two new directors for election to the Board at the 2010 Annual Meeting of Stockholders.
The Company further announced that, subject to their re-election to the Board at the 2010 Annual Meeting, Anne Kavanagh will be appointed as the Chair of the Nominating and Corporate Governance Committee, and Arnaud Ajdler will be appointed as the Chair of the Compensation Committee. Ms. Kavanagh and Mr. Ajdler have served as members of the Board since September 2006 and March 2008, respectively. Ms. Kavanagh is a member of the Board's Audit, Compensation and Nominating and Corporate Governance Committees. Mr. Ajdler is a member of the Board's Compensation and Nominating and Corporate Governance Committees and is a Senior Managing Director of Crescendo Partners II, L.P., a significant stockholder of the Company.
Ed Krell, Chief Executive Officer and Director of Destination Maternity, commented on behalf of the Board of Directors, "The decision to destagger the Company's Board and to have a non-executive Chairman aligns Destination Maternity with best practices for corporate governance of public companies and accountability to stockholders. Destination Maternity joins the growing list of U.S. firms that have decided that the best structure for senior leadership of publicly traded companies is for the entire Board to be elected annually and for the Board Chair to be a non-management director, enabling the board to benefit from independent Board leadership."
Mr. Krell noted further, "We want to take this opportunity to thank Dan Matthias for his contributions to the Company and his many years of leadership as Chairman of our Board of Directors."
The Company also announced that it had entered into a letter agreement with Crescendo Partners II, L.P. and certain of its affiliates, which sets forth the parties' agreements and understandings concerning the nomination and election of the Board. The letter agreement is attached to a Form 8-K that has been filed with the Securities and Exchange Commission.
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